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                              FIRST AMENDMENT TO
                   ACCOUNTS RECEIVABLE FINANCING AGREEMENT

        This Amendment No. 1 (the "Amendment No. 1") to the Accounts Receivable
Financing Agreement is entered into as of August 15, 2002, by and between
SILICON VALLEY BANK, a California-chartered bank, with its principal place of
business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan
production office located at One Newton Executive Park, Suite 200, 2221
Washington Street, Newton, Massachusetts 02462, doing business under the name
"Silicon Valley East" ("Bank") and EXCHANGE APPLICATIONS, INC., d/b/a Xchange,
Inc., with offices at One Lincoln Plaza, 89 South Street, Boston, Massachusetts
02110 and EXSTATIC SOFTWARE, INC., formerly known as Gino Borland, Inc., with
offices at 4555 Roosevelt Way, Seattle, Washington 98015 (individually and
collectively, "Borrower").

        1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower
is indebted to Bank pursuant to a certain Accounts Receivable Financing
Agreement dated May 2, 2002 (as amended from time to time, the "Loan
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the same meaning as in the Loan Agreement.

        Hereinafter, all indebtedness and obligations owing by Borrower to Bank
shall be referred to as the "Obligations".

        2.  DESCRIPTION OF COLLATERAL. Repayment of the Obligations is  secured
by the Collateral as described in the Loan Agreement dated May 2, 2002
(together with any other collateral security granted to Bank, the "Security
Documents").

        Hereinafter, the Security Documents, together with all other documents
evidencing or securing the Obligations shall be referred to as the "Existing
Loan Documents".

3. DESCRIPTION OF CHANGE IN TERMS.

                A.      Modifications to Loan Agreement.

                1.      The Loan Agreement shall be amended by inserting the
              following definitions to appear alphabetically in Section 1
              thereof:

        "CAPITALIZATION EVENT" is receipt by the Borrower of cash proceeds of
at least Ten Million Dollars ($10,000,000.00), from the issuance of its equity
securities after August 14, 2002.

        "INVESTOR TERM SHEET" shall mean a signed term sheet(s) in favor of and
accepted by Borrower in writing, from an investor(s) acceptable to the Bank,
evidencing such investor(s) commitment to purchase capital stock of the
Borrower on terms and conditions acceptable to the Bank, which would result in
a Capitalization Event."


                2.      The Loan Agreement shall be amended by deleting the
              following definition appearing in Section 1 thereof:

        ""Facility Amount" is Four Million Dollars ($4,000,000.00). "

        and inserting in lieu thereof the following:

        ""FACILITY AMOUNT" is One Million Two Hundred and Fifty Thousand
Dollars ($1,250,000.00). "

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        3.      The Loan Agreement shall be amended by inserti4ng the following
provision, appearing as Section 7.3 thereof:

"(N) Borrower shall deliver to the Bank an Investor Term Sheet on or before
September 11, 2002."

        4.      FEES. Borrower shall pay to Bank an amendment fee equal to
Fifteen Thousand Dollars ($15,000.00), which fee shall be due on the date
hereof and shall be deemed fully earned as of the date hereof. The Borrower
shall also reimburse Bank for all legal fees and expenses incurred in
connection with this amendment to the Existing Loan Documents.

        5.      RATIFICATION OF INTELLECTUAL PROPERTY SECURITY AGREEMENT.
Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms
and conditions of a certain Intellectual Property Security Agreement dated as
of _________ between Borrower and Bank, and acknowledges, confirms and agrees
that said Intellectual Property Security Agreement contains an accurate and
complete listing of all Intellectual Property Collateral as defined in said
Intellectual Property Security Agreement, shall remain in full force and
effect.

        6.      CONSISTENT CHANGES. The Existing Loan Documents are hereby
amended wherever necessary to reflect the changes described above.

        7.      RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies,
confirms, and reaffirms all terms and conditions of all security or other
collateral granted to the Bank, and confirms that the indebtedness secured
thereby includes, without limitation, the Obligations.

        8.      NO DEFENSES OF BORROWER. Borrower agrees that, as of this date,
it has no defenses against the obligations to pay any amounts under the
Obligations.

        9.      CONTINUING VALIDITY. Borrower understands and agrees that in
modifying the existing Obligations, Bank is relying upon Borrower's
representations, warranties, and agreements, as set forth in the Existing Loan
Documents. Except as expressly modified pursuant to this Amendment No. 1, the
terms of the Existing Loan Documents remain unchanged and in full force and
effect. Bank's agreement to modifications to the existing Obligations pursuant
to this Amendment No. 1 in no way shall obligate Bank to make any future
modifications to the Obligations. Nothing in this Amendment No. 1 shall
constitute a satisfaction of the Obligations. It is the intention of Bank and
Borrower to retain as liable parties all makers of Existing Loan Documents,
unless the party is expressly released by Bank in writing. No maker will be
released by virtue of this Amendment No. 1.

        10.     COUNTERSIGNATURE. This Amendment No. 1 shall become effective
only when it shall have been executed by Borrower and Bank (provided, however,
in no event shall this Amendment No. 1 become effective until signed by an
officer of Bank in California).

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        This Amendment No. 1 is executed as a sealed instrument under the laws
of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:                                BANK:
EXCHANGE APPLICATIONS, INC.              SILICON VALLEY BANK, doing business as
                                         SILICON VALLEY EAST

By:_______________________               By:________________________________
Name:                                    Name:
Title:                                   Title:


EXSTATIC SOFTWARE, INC.                  SILICON VALLEY BANK

By:_______________________               By:_______________________________
Name:                                    Name:
Title:                                   Title:

        (signed in Santa Clara County, California)




727857.1